Mr. Ziad Ghanem reports

TERRASCEND INCREASES RETAIL FOOTPRINT IN NEW JERSEY WITH CLOSING OF UNION CHILL DISPENSARY TRANSACTION

Terrascend Corp.'s consolidated entities closed on the previously announced transaction with Union Chill Cannabis Company LLC, a high performing dispensary in Hunterdon county. The transaction expands Terrascend's retail footprint to four dispensaries in New Jersey, and is expected to be immediately accretive to earnings before interest, taxes, depreciation and amortization and cash flow.

In May, 2025, Terrascend signed an agreement with Union Chill for total consideration of $13-million consisting of $9-million in the form of convertible notes bearing interest at 6.5 per cent for an option to purchase 35 per cent of Union Chill and $4-million in cash upon the exercise of the option. The transaction conforms to New Jersey's regulatory framework, which facilitates investment opportunities for diversely owned businesses. Upon exercise of the option and additional conditions, the transaction will allow the company to fully consolidate the business in its financial results and increase Terrascend's consolidated retail footprint to a total of 20 dispensaries across five U.S. states and Canada.

"Union Chill will strengthen our leadership position in New Jersey with the addition of a high performing dispensary strategically located in Hunterdon county," said Jason Wild, executive chairman of Terrascend. "This dispensary is well situated with limited competition within a 10-mile radius and is currently generating over $11-million in annualized revenue. With the integration of our premium brand portfolio, we expect to drive increased sales, margins and long-term value."

About Terrascend Corp.

Terrascend is a leading Toronto Stock Exchange-listed cannabis company with interests across the North American cannabis sector, including operations in Pennsylvania, New Jersey, Maryland, Ohio and California through Terrascend Growth Corp. and retail operations in Canada. Terrascend operates The Apothecarium and other dispensary retail locations as well as scaled cultivation, processing and manufacturing facilities in its core markets. Terrascend's cultivation and manufacturing practices yield consistent, high-quality cannabis, providing industry-leading product selection to both the medical and legal adult-use markets. The company owns or licenses several synergistic businesses and brands, including The Apothecarium, Cookies, Ilera Healthcare, Kind Tree, Legend, State Flower, Wana and Valhalla Confections.

Caution regarding cannabis operations in the United States

Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable U.S. federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve the company of liability under U.S. federal law, nor will it provide a defence to any federal proceeding which may be brought against the company. The enforcement of federal laws in the United States is a significant risk to the business of the company and any proceedings brought against the company thereunder may adversely affect the company's operations and financial performance.

We seek Safe Harbor.